Intended Transactions definition

Intended Transactions means the Bid, the Second Step Transaction, the Post-Completion Reorganization and the purchase and sale of the Transferred Assets on the terms and conditions set forth in this Agreement;
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Intended Transactions means the Intercompany Debt Settlement, the UILIC Capital Contribution, the UILIC Spinoff, the Torch Royalty Distribution, the Century Capital Distribution, the Waddell Ranch Receivable Distribution, the Offering, the Globe Capital Contribution, the Liberty/WRFI Spinoff, and the Torchmark/WRFI Spinoff.
Sample 1
Intended Transactions means the UILIC Capital Contribution, the UILIC Spinoff, the Intercompany Debt Settlement, the Torch Royalty Distribution, the Century Capital Distribution, the Associates Distribution, the Xxxxxxx Sale, the Nuevo Expense Distribution, the Waddell Ranch Receivable Distribution, the Offering, the Globe Capital Contribution, the Liberty/WRFI Spinoff, and the Torchmark/WRFI Spinoff. 1.14 "Intercompany Debt Settlement" shall have the meaning set forth on page 1 of this Agreement. 1.15 "Liability Issue" shall have the meaning set forth in Section 4.2. 1.16 "Liberty" shall have the meaning set forth on page 1 of this Agreement. 1.17 "Liberty/WRFI Spinoff" shall have the meaning set forth on page 1 of this Agreement. 1.18 "Nuevo Expense" shall have the meaning set forth on page 1 of this Agreement. 1.19 "Nuevo Expense Distribution" shall have the meaning set forth on page 1 of this Agreement. 1.20 "Offering" shall have the meaning set forth on page 1 of this Agreement. 1.21 "Offering Date" shall mean the last day on which, due to the issuance of shares of WRFI stock in the Offering, WRFI could be considered a member of the Torchmark Group. 1.22 "Payor" shall have the meaning set forth in Section 2.5. 1.23 "Payee" shall have the meaning set forth in Section 2.5. 1.24 "Period After Offering" shall mean any taxable year or other taxable period beginning after the Offering Date and, in the case of any taxable year or other taxable period that begins before and ends after the Offering Date, that part of the taxable year or other taxable period that begins after the close of the Offering Date. 1.25 "Period Before Offering" shall mean any taxable year or other taxable period that ends on or before the Offering Date and, in the case of any taxable year or other
Sample 1

Examples of Intended Transactions in a sentence

  • Torchmark and WRFI shall not, and shall not permit any of their respective Subsidiaries to, take or cause or permit to be taken, any action that would cause (y) any Tax results to occur with respect to the Intended Transactions other than the Intended Tax Results, or (z) any Tax results to occur with respect to the WRAMCO Spinoff other than the Tax results contemplated by the WRAMCO Ruling.

  • Each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Intended Transactions.

  • At the request of Barrick, Goldcorp will use its commercially reasonable best efforts to make its senior executives available to participate in any or all of such events and express their support for the Intended Transactions.

  • The parties covenant to cooperate in all reasonable respects and to use their commercially reasonable best efforts to ensure the success of the Intended Transactions.

  • Barrick and Goldcorp will cooperate to develop a mutually acceptable framework for descriptions of the Intended Transactions and the relationship of the parties.

  • Without limiting the generality of Section 3.2, from the date hereof to the Bid Expiration Date, Barrick shall have carriage of any and all discussions or negotiations with Placer relating to any or all of the Intended Transactions, as well as any other merger, amalgamation, arrangement, business combination or similar transaction between Barrick and Placer.

  • Except as required by any applicable Legal Requirement, Goldcorp shall not issue or file any press release or material change report referring to Barrick or any of the Intended Transactions without the prior written consent of Barrick, which consent shall not be unreasonably withheld or delayed.

  • Without limiting the foregoing, neither party will take, or cause to be taken, or do, or cause to be done, anything which would be reasonably likely to impair the likelihood of consummation of the Intended Transactions.

  • The Party who receives Confidential Information may disclose the Confidential Information to those of its Representatives who have a need to know the Confidential Information for the sole for purpose of the Intended Transactions.

  • All out-of-pocket costs, fees and expenses related to the Intended Transactions (including closing fees and disbursements), and negotiating and settling the terms of this Agreement shall be borne by the Party who incurred them.

Related to Intended Transactions

  • Excluded Transactions means:

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Eligible Transactions means any retail transactions for the purchase of goods and/or services successfully charged to your Principal Credit Card and which are posted on UOB’s systems but excluding the Excluded Transactions (as defined below). For the avoidance of doubt, Eligible Transactions made in foreign currencies will be converted into Singapore dollars based on UOB’s then prevailing exchange rate applicable at the time of exchange. The transaction amount posted in your Principal Credit Card account will be used for the purposes of computing the Qualifying Spend amount for this Promotion.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: